Lake v. Hermes Associates, 14291
| Decision Date | 09 July 1976 |
| Docket Number | No. 14291,14291 |
| Citation | 552 P.2d 126 |
| Parties | Alta Faye Walker LAKE and Lynn Alvin Lake, Plaintiffs and Appellants, v. HERMES ASSOCIATES, a partnership, Defendant and Respondent. |
| Court | Utah Supreme Court |
Frank J. Allen, of Clyde & Pratt, Salt Lake City, for appellants.
Nick J. Colessides, Salt Lake City, for respondent.
Plaintiffs, Alta Faye Lake and Lynn Alvin Lake, sued for breach of contracts by which defendant Hermes Associates agreed to purchase their 1/9 interest each in property near 7200 South and Ninth East in Salt Lake City to be used in developing a shopping mall. Defendant's position was that the terms of the contract called for $10,000 each as the purchase price; whereas, the plaintiffs contend that the contract tied the purchase price to any pro rata increases obtained for the other 1/9 interests in the property involved in probate proceedings, which would entitle them to $22,143.02 each for their respective shares. Upon a trial, the court made findings and judgment adopting the defendant's position. Plaintiffs appeal.
The property in question was originally owned by the Walker family, in which plaintiffs are heirs. It was held in joint ownership by plaintiffs and other family members in the following interests: Plaintiff Alta Faye Lake 1/9, plaintiff Lynn Lake 1/9, Austin L. Walker 1/9, J. B. Walker 1/9, estate of R. E. Walker 1/9, and estates of Minetta and Ila Walker 4/9.
Desiring to acquire the property, defendant in 1973 entered into contracts to purchase the others' interests; and had submitted offers to purchase the last listed 5/9 interests, referred to as the 'Walker Estates,' which were in probate. It entered into separate contracts with each of the plaintiffs. Both recited that the price was to be $10,000 for the 1/9 interest, subject to the following provisions as to increase in price:
From the contract with Lynn Lake:
It is understood that under no circumstances will the purchase price decrease, but if the bids for similar interests in the various Walker estates are improved by competitive bidding, then we agree . . . the amount finally paid by us to you hereunder shall become the price paid per 1/9 interest in said court proceedings.
From the contract with Alta Faye Lake:
. . . it is possible that at the court confirmation of the sale, the price will be improved by competitive bidding. I agree that, if an amount in excess of $10,000 for each 1/9 interest is paid . . . I will pay to you . . . that amount which is necessary to make your sales price the same as the sales price on the court confirmed sale.
The facts pertinent to the question of competitive bidding on the 5/9 interests of the 'Walker Estates' in the property are these: In the probate proceedings defendant Hermes entered its bid. But the court ruled that the highest and best bid was by J. B. Walker (since deceased) for $15,200 net per acre, which figured out to $92,612. This bid was accepted by the trial court.
Due to misunderstanding and difficulty not material here, that sale was not completed but was later set aside. Thereafter, the defendant negotiated a purchase of the 5/9 interests of the 'Walker Estates' for $88,573, which figures $22,143 per 1/9 interest. This sale was thereafter upon appropriate petition, confirmed by the probate court. Defendant then tendered $10,000 to each of the plaintiffs for their respective 1/9 interest. Plaintiffs each refused the tender, and instituted this suit. The trial court ruled that inasmuch as the interests of the 'Walker Estates' were not sold in competitive bidding, under the language of the contracts the plaintiffs had no cause of action against the defendant, but each must accept the $10,000.
The defendant places reliance on the standard presumptions of credibility and verity to be accorded the findings and judgment of the trial court....
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